Shareholders' Meeting of 23 April 2014
Shareholders' Meeting of 23 April 2014
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- Shareholders' Meeting of 23 April 2014
Shareholders are called to the Extraordinary and Ordinary Shareholders’ Meeting in the Auditorium of the CNR CONGRESS CENTRE at 101 Via Gobetti, Bologna on 23 April 2014 at 10:00 am, single call, to discuss and resolve on the following items of the
Agenda
Extraordinary Part
1. Amendment of Article 16.1 of the Articles of Association as amended by the Transitory Clause of said Articles of Association: applicable and consequent resolutions.
2. Amendment of Article 17.2 of the Articles of Association as amended by the Transitory Clause of said Articles of Association: applicable and consequent resolutions.
3. Approval of the merger by incorporation of Amga – Azienda Multiservizi S.p.A. into Hera S.p.A. pursuant to Article 2501 et. seq. of the Italian Civil Code and the consequent amendment of paragraph 5.1 of the Articles of Association: applicable and consequent resolutions.
Ordinary Part
1. Financial statements as of 31 December 2013, Directors’ Report, proposal to distribute the profit, and report of the Board of Statutory Auditors: applicable and consequent resolutions.
2. Presentation of the corporate governance report and remuneration policy resolutions.
3. Renewal of the authorisation to purchase treasury shares and procedures for arrangement of the same: applicable and consequent resolutions.
4. Appointment of the members of the Board of Directors: applicable and consequent resolutions.
5. Determination of fees for members of the Board of Directors: applicable and consequent resolutions.
6. Appointment of the members of the Board of Statutory Auditors and of the Chairman: applicable and consequent resolutions.
7. Determination of fees for members of the Board of Statutory Auditors: applicable and consequent resolutions.
8. Appointment of independent auditors for the statutory audit for the years 2015 – 2023: applicable and consequent resolutions.
Notice of call 23 April 2014 (2,81 Mb - PDF)
Minute: 23 April 2014 shareholders' meeting (588 kb - PDF)
Summary statement of the voting on the meeting's agenda items (269 KB - PDF)
Explanatory administrators' report on the subject matter listed at point 1 of the agenda extraordinary part (25 KB - PDF)
Explanatory administrators' report on the subject matter listed at point 2 of the agenda extraordinary part (32 KB - PDF)
Explanatory administrators' report on the subject matter listed at point 3 of the agenda ordinary part (29 KB - PDF)
Explanatory administrators' report in relation to the subject matter in items 4, 5, 6 and 7 of the agenda (36 KB - PDF)
Board of directors explanatory report regarding the merger by incorporation of amga - azienda multiservizi s.p.a. into hera s.p.a. (534 KB - PDF)
Each legitimate participant can opt to be represented at the Shareholders Meeting, as established by the law, by conferring a mandate either:
- to a proxy chosen by the legitimate participant, possibly using the proxy form provided below (General proxy form);
- to Computershare S.p.A. with offices in Turin, Via Nizza 262/73 (www.computershare.com) as the Company’s Appointed Representative pursuant to Article 135-undecies of Legislative Decree 58/98 (TUF). The dedicated proxy form should be used for this purpose, prepared by Computershare S.p.A. in agreement with the Company, available below:
- Computershare S.p.A. proxy form
- guide for completing and submitting via internet the Computershare S.p.A. proxy form
The mandate can be conferred to Computershare S.p.A. within 26 April 2019 and will be valid only for resolutions submitted to the Shareholders Meeting for which the delegating shareholder has conferred voting instructions through said form.
If, for technical reasons, the proxy forms cannot be made available in electronic format, they will be transmitted following a simple request by telephone to 011.0923200.
For notification of the proxies, whether in electronic format or otherwise, the instructions provided on the form itself must be followed.
Pursuant to Article 127-ter of the TUF, shareholders can ask questions about subjects on the agenda prior to the meeting.
Requests must be sent to the Company within 27 April 2019 in writing via fax to 051.287244 or by completing the dedicated form. Each request must be accompanied by the personal details of the inquiring shareholder (first and last name or denomination of an institution or company, place and date of birth and tax code).
Those who have certified their share ownership as of 17 April 2019 (record date) will be entitled to receive a reply. For this purpose the depositary intermediary will be asked for the specific communication certifying the ownership of the shares pertaining to the actual applicant valid until the above-mentioned date. This communication must be sent by the intermediary by electronic post to the address hera@pecserviziotitoli.it. If the shareholder has requested a certificate of legitimacy from the depositary intermediary to participate at the Shareholders Meeting, it will suffice to include in the request the references of this communication or, at least, the name of the intermediary.
A reply will be given to the requests received, pursuant to Article 127-ter of the TUF, after verifying their relevance and the legitimacy of the inquirer, though the dedicated section of this website or, alternatively, during the proceedings of the meeting.
Pursuant to Article 126-bis of the TUF, shareholders who represent one fortieth of the share capital, whether alone or collectively, are entitled to request additions to the items on the agenda and submit proposals for approval on items already on the agenda, within 7 April 2019, indicating in their request the additional items and/or resolutions proposed. No additions may be made to items on which the Shareholders Meeting deliberates following a proposal from the directors, or based on a project or report prepared by the directors, other than those specified in Article 125-ter, paragraph 1 of the TUF.
Requests must be submitted to the Company in writing by registered letter with return receipt, addressed to HERA S.p.A., Viale C. Berti Pichat no. 2/4, Bologna, or by certified email to heraspa@pec.gruppohera.it and must be accompanied by a report on the issues or further resolutions proposed for discussion.
Certification of the ownership of shares and the necessary stakeholding required by shareholders to exercise the right pursuant to Article 126-bis of the TUF must be expressed in a dedicated communication effective as of the request date, sent by the depositary intermediary to hera@pecserviziotitoli.it.
The share capital is currently represented by 1,489,538,745 ordinary shares, each with a nominal value of Euro 1, of which 1,468,147,654 currently enjoy voting rights. Any change in treasury shares with suspended voting rights will be announced at the opening of the meeting.